exv10w4



 





Exhibit 10.4




FIFTH AMENDMENT TO THE

STERLING CHEMICALS, INC.

SIXTH AMENDED AND RESTATED

SAVINGS AND INVESTMENT PLAN




WITNESSETH:




     WHEREAS, Sterling Chemicals, Inc. (the “Employer”) presently maintains the
Sterling Chemicals, Inc. Sixth Amended and Restated Savings and Investment Plan
(the “Plan”); and



     WHEREAS, the Employer, pursuant to Section 16.01 of the Plan, has the
right to amend the Plan from time to time subject to certain limitations.



     NOW, THEREFORE, the Plan is hereby amended in the following manner:



     1. Effective as of the date of the execution hereof, Section 4.02(b) of
the Plan is hereby amended in its entirety to read as follows:




     (b) Except as otherwise provided in Article V or Article VI,
for each pay period, the Employers will make Employer Matching
Contributions under this Plan in an amount equal to 50% of the
Pre-Tax Matched Contributions and After-Tax Matched Contributions
made for such pay period minus the aggregate amounts of any
outstanding Forfeitures. With respect to Participants who were
hired or rehired by an Employer on or after June 1, 2004, for
purposes of applying the previous sentence, “50%” shall be
replaced with “100%”; provided, however, that the replacement of
“50%” with “100%” shall not apply to those Participants rehired by
an Employer on or after June 1, 2004 who must participate or
accrue a benefit in the Sterling Chemicals, Inc. Amended and
Restated Hourly Paid Employees’ Pension Plan or the Sterling
Chemicals, Inc. Amended and Restated Salaried Employees’ Pension
Plan after they are rehired on or after June 1, 2004 due to the
requirements of the break-in-service rules under Section 410(a)(5)
of the Code or Section 202(b) of ERISA with respect to service
performed on or after June 1, 2004. Employer Matching
Contributions for any pay period shall be paid to the Trustee at
the same time and in the same manner as Pre-Tax Matched
Contributions and After-Tax Matched Contributions are paid to the
Trustee.



     2. Effective as of the date of the execution hereof, Section 5.02 of the
Plan is hereby amended in its entirety to read as follows:




     Section 5.02. Pre-Tax Contributions. Each Participant shall
specify the amount by which his or her Eligible Earnings shall be
reduced by his or her Employer and contributed to this Plan on his
or her behalf; provided, however, that such Participant may not
direct that more than 20% of his or her Eligible



 









 





Earnings be contributed to this Plan as Pre-Tax Contributions
or After-Tax Contributions, on a combined basis. The first 7% of
a Participant’s contributions based upon his or her Eligible
Matched Earnings shall be considered “Pre-Tax Matched
Contributions”. With respect to Participants who were hired or
rehired by an Employer on or after June 1, 2004, for purposes of
applying the previous sentences in this Section 5.02, “7%” shall
be replaced with “6%”; provided, however, that the replacement of
“7%” with “6%” shall not apply to those Participants rehired by an
Employer on or after June 1, 2004 who must participate or accrue a
benefit in the Sterling Chemicals, Inc. Amended and Restated
Hourly Paid Employees’ Pension Plan or the Sterling Chemicals,
Inc. Amended and Restated Salaried Employees’ Pension Plan after
they are rehired on or after June 1, 2004 due to the requirements
of the break-in-service rules under Section 410(a)(5) of the Code
or Section 202(b) of ERISA with respect to service performed on or
after June 1, 2004. Pre-Tax Matched Contributions shall be
contributed by the Employer on behalf of a Participant to such
Participant’s Pre-Tax Matched Contributions Account. All
remaining Pre-Tax Contributions made by the Employer on behalf of
such Participant shall be considered “Pre-Tax Supplemental
Contributions” and shall be contributed by the Employer on behalf
of such Participant to such Participant’s Pre-Tax Supplemental
Contributions Account.



     3. Effective as of the date of the execution hereof, Section 6.02 of the
Plan is hereby amended in its entirety to read as follows:




     Section 6.02. After Tax Contributions. Each Participant
shall specify the percentage of his or her Eligible Earnings to be
contributed to this Plan; provided, however, that such Participant
may not direct that more than 20% of his or her Eligible Earnings
be contributed as After-Tax Contributions or Pre-Tax
Contributions, on a combined basis. The first 7% of a
Participant’s After-Tax Contributions based upon his or her
Eligible Matched Earnings shall be considered “After-Tax Matched
Contributions”; provided, however, that if the sum of a
Participant’s After-Tax Matched Contributions plus such
Participant’s Pre-Tax Matched Contributions exceeds 7% of such
Participant’s Eligible Matched Earnings, such Participant’s
After-Tax Matched Contributions shall be reduced until such sum
equals 7% of such Participant’s Eligible Matched Earnings. With
respect to Participants who were hired or rehired by an Employer
on or after June 1, 2004, for purposes of applying the previous
sentences in this Section 6.02, “7%” shall be replaced with “6%”;
provided, however, that the replacement of “7%” with “6%” shall
not apply to those Participants rehired by an Employer on or after
June 1, 2004 who must participate or accrue a benefit in the
Sterling Chemicals, Inc. Amended and Restated Hourly Paid
Employees’ Pension Plan or the Sterling Chemicals, Inc. Amended
and Restated Salaried Employees’ Pension Plan after they are
rehired on or after June 1, 2004 due to the requirements of the
break-in-service rules under Section 410(a)(5) of the Code or
Section 202(b) of ERISA with respect to service performed on or
after June 1, 2004. After-Tax Matched Contributions shall be
contributed by the Employer on



 









 





behalf of a Participant to such Participant’s After-Tax
Matched Contributions Account. All remaining After-Tax
Contributions made by the Employer on behalf of such Participant
shall be considered “After-Tax Supplemental Contributions” and
shall be contributed by the Employer on behalf of such Participant
to such Participant’s After-Tax Supplemental Contributions
Account.



     4. Effective as of the date of the execution hereof, Section 10.03(g) of
the Plan is hereby amended in its entirety to read as follows:




     (g) Partial Distribution. Three times each calendar year, a
terminated Participant may elect to withdraw up to the vested
balance of any of his or her Accounts. The minimum withdrawal
shall be the lesser of $500 and the entire vested balance of the
relevant Account. Withdrawals from the Accounts shall be made in
the accordance with Plan administrative procedures.



     5. Effective as of July 1, 2004, Section 11.01 of the Plan is hereby
amended in its entirety to read as follows:




     Section 11.01. General Withdrawals by Participants. Three
times each calendar year, a Participant who is an Employee may
elect to withdraw up to (a) the balance of his or her Rollover
Account and all earnings credited to such Rollover Account and (b)
the vested balance of his or her After-Tax Supplemental
Contributions Account, Historical Employer Matching Contributions
Account, Cytec Accounts (excluding any Cytec Account designated as
a “Pre-Tax Account”) and After-Tax Matched Contributions Account;
provided, however, that, with respect to such Participant’s
After-Tax Matched Contributions Account, such amounts have been in
this Plan for at least two years. The minimum withdrawal shall be
the lesser of $500 and the entire vested balance of the relevant
Account. Withdrawals from the Accounts of a Participant specified
in clause (b) above shall be made in the order established by Plan
administrative procedures. Notwithstanding anything contained in
this Section 11.01 to the contrary, any withdrawals during a
calendar year pursuant to Section 11.02 shall be considered to be
withdrawals under this Section 11.01 for purposes of the
requirement that withdrawals be made no more than three times each
calendar year.



     6. Effective as of July 1, 2004, Section 11.02 of the Plan is hereby
amended in its entirety to read as follows:




     Section 11.02. Periodic Distributions. Three times each
calendar year, a Participant who is an Employee and age 591/2 or
older may elect to withdraw up to the vested balance of any of his
or her Accounts other than his or her Employer Matching
Contributions Account; provided, however, that, with respect to
such Participant’s After-Tax Matched Contributions Account, such
amounts have been in this Plan for at least two years. The
minimum withdrawal shall be the lesser of $500 and the entire
balance of the relevant Account. Notwithstanding anything
contained in this Section 11.02 to the contrary, any withdrawals
during a calendar



 









 






year pursuant to Section 11.01 shall be considered to be
withdrawals under this Section 11.02 for purposes of the
requirement that withdrawals be made no more than three times each
calendar year. Except as provided above, withdrawals and
distributions from a Participant’s Pre-Tax Contributions Accounts,
Rollover Account and Employer Matching Contributions Account shall
be prohibited until the earlier of such Participant’s retirement,
death, disability or separation from service.



     7. Effective as of July 1, 2004, Section 12.18 of the Plan is hereby added
in its entirety to read as follows:




     Section 12.18. Loan Expenses. Any expenses incurred or
charged relating to administering, issuing, maintaining or
collecting a Participant’s loan shall be charged to such
Participant’s Accounts. The payment of such expenses by the
Participant is a condition to the receipt of benefits under the
Plan.



     IN WITNESS WHEREOF, the Employer has executed this Fifth Amendment to the
Sterling Chemicals, Inc. Sixth Amended and Restated Savings and Investment Plan
on the    day of    , 2004.



	 	 	 	 	 	 	 
	 	 	STERLING CHEMICALS, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
	 	 
	

	 	Name:	 	 	 	 
	

	 	 	 	
	 	 
	

	 	Title: